Common use of Sublessee’s Covenants Clause in Contracts

Sublessee’s Covenants. Sublessee covenants and agrees as follows: (a) Sublessee shall permit Sublessor and its agents and prospective lenders to examine the Premises, and to show the Premises to prospective tenants commencing one year prior to the expiration of the Base Term (or any Extension Term, if applicable) of this Lease, at reasonable times during normal business hours. Notwithstanding the foregoing terms of this Section 20(a) or any other provision of this Lease to the contrary, (i) neither Sublessor, nor any of its mortgagees, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with at least 1 business day advance notice, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee shall have the right to have a representative accompany any such party during any such access to the Premises, and (iv) Sublessor shall ensure that any such party accessing the Premises shall conduct all of its activities on the Premises so as to minimize interference and disruption to Sublessee and Sublessee’s use and enjoyment of the Premises, and so as to protect Xxxxxxxxx’s confidential information. (b) Sublessee shall comply in all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements and, except to the extent the same are required to be obtained by Sublessor as part of Sublessor’s Work, obtain all required licenses and permits relating to Sublessee’s particular use of the Premises, and not applicable to the Building as a whole. (c) Sublessee shall not injure, overload, deface or otherwise harm the Building or Premises or commit any nuisance, or permit the emission of any objectionable odor or noise from the Premises that would constitute a nuisance, or make any use of the Premises or Common Facilities which will increase the cost of Sublessor’s insurance (unless Sublessee pays for any such increased cost), or store or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areas. (d) Sublessee shall not suffer or permit strip or waste. (e) Sublessee shall not use or permit the use of any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior of the Premises. (f) Sublessee shall not install any window air conditioning unit in or upon the Premises. (g) At the termination or earlier expiration of this Lease, Sublessee shall surrender all keys to the Premises, remove all of its trade fixtures and personal property in the Premises and all Sublessee’s exterior signs wherever located (unless not required to be removed pursuant to Article 9), remove any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand. (h) Sublessee shall not place a load upon any floor of the Premises or Building exceeding the floor load per square foot area which such floor was designated to carry as set forth in the Final Building Plans and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Sublessee at Sublessee’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee and Sublessee shall reimburse Sublessor for any liability, loss, injury, claim or suit resulting directly or indirectly from such moving within thirty (30) days of Xxxxxxxxx’s bill therefor. (i) Except for signs installed as part of Sublessor’s Work (if any), Sublessee shall not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from any other common area or public place must be submitted by Sublessee to Sublessor for prior written approval of the size, color, design, and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications), which approval shall not be unreasonably withheld, conditioned or delayed. All signage on the exterior of the Building shall be provided by Sublessee at Sublessee’s sole cost and expense and subject to approval by PDA and Sublessor agrees to use commercially reasonable efforts in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessor, at its sole cost and expense, shall provide a tenant directory for the Building which shall include only Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade of the Building and then only in accordance with the applicable provisions of this Lease including signage and Alterations performed or installed by Sublessee. Sublessee shall maintain, replace and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination of the Base Term or any Extension Term.

Sublessee’s Covenants. Sublessee hereby covenants with Sublessor that during the Term, Sublessee will fully comply with and agrees perform the following obligations. 15.1.1 Sublessee will preserve its existence and maintain all rights, privileges, licenses, and franchises necessary to its business or material to its performance of its obligations under this Agreement. 15.1.2 Sublessee will promptly, upon becoming aware of the same, notify Sublessor in writing of the occurrence of any Event of Default enumerated in Section 16.1.1(c). 15.1.3 [Reserved] 15.1.4 Sublessee will not do or knowingly permit to be done or omit or knowingly permit to be omitted any act or thing which might reasonably be expected to jeopardize the rights of Sublessor as follows:an Additional Insured or loss payee under the insurance required under Section 11, it being understood and agreed by Sublessor that any such act or omission by Sublessor, an Affiliate of Sublessor or their representatives will not be deemed an act or omission of Sublessee. 15.1.5 Sublessee will not claim any interest in the Aircraft other than as Sublessee under this Agreement. 15.1.6 Sublessee will not at any time: (a) Sublessee shall permit Sublessor and its agents and prospective lenders to examine the Premises, and to show the Premises to prospective tenants commencing one year prior to the expiration of the Base Term (or any Extension Term, if applicable) of this Lease, at reasonable times during normal business hours. Notwithstanding the foregoing terms of this Section 20(a) or any other provision of this Lease to the contrary, (i) neither Sublessor, nor any of its mortgagees, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with at least 1 business day advance notice, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee shall have the right to have a representative accompany any such party during any such access to the Premises, and (iv) Sublessor shall ensure that any such party accessing the Premises shall conduct all of its activities on the Premises so as to minimize interference and disruption to Sublessee and Sublessee’s use and enjoyment of the Premises, and so as to protect Xxxxxxxxx’s confidential information. (b) Sublessee shall comply in all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements andrepresent or, except to the extent of the same are required to external livery of the Aircraft, hold out Owner Participant, Head Lessor, Sublessor or any Financing Party as carrying goods or passengers on the Aircraft or, except in accordance with applicable Laws, as being in any way connected or associated with any business activities and/or operation or carriage (whether for hire or reward or gratuitously) which may be obtained undertaken by Sublessor as part Sublessee; or (b) pledge the credit of Sublessor’s Work. 15.1.7 Sublessee will not attempt, obtain all required licenses and permits relating or hold itself out as owning, including for Tax treatment or other purposes, or having any power, to Sublessee’s particular use sell, lease or otherwise dispose of the PremisesAircraft, and not applicable to the Building except as a wholeprovided in Section 6. (c) 15.1.8 Sublessee shall not injure, overload, deface or otherwise harm the Building or Premises or commit any nuisance, or permit the emission of any objectionable odor or noise from the Premises that would constitute a nuisance, or make any use of the Premises or Common Facilities which will increase the cost of Sublessor’s insurance (unless Sublessee pays for any such increased cost), or store or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areas. (d) Sublessee shall not suffer or permit strip or waste. (e) Sublessee shall not use or permit the use of any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior of the Premises. (f) Sublessee shall not install any window air conditioning unit in or upon the Premises. (g) At the termination or earlier expiration of this Lease, Sublessee shall surrender all keys to the Premises, remove all of its trade fixtures and personal property in the Premises and all Sublessee’s exterior signs wherever located (unless not required to be removed pursuant to Article 9), remove any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand. (h) Sublessee shall not place a load upon any floor of the Premises or Building exceeding the floor load per square foot area which such floor was designated to carry as set forth in the Final Building Plans and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Sublessee at Sublessee’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee and Sublessee shall reimburse Sublessor for any liability, loss, injury, claim or suit resulting directly or indirectly from such moving within thirty (30) days of Xxxxxxxxx’s bill therefor. (i) Except for signs installed as part of Sublessor’s Work (if any), Sublessee shall not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from any other common area or public place must be submitted by Sublessee to Sublessor for prior written approval of the size, color, design, and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications), which approval shall not be unreasonably withheld, conditioned or delayed. All signage on the exterior of the Building shall be provided by Sublessee at Sublessee’s sole cost and expense and subject to approval by PDA and Sublessor agrees to use commercially reasonable efforts in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessorwill, at its sole cost and expense, shall provide perform and comply with all of its agreements, undertakings and covenants in this Agreement at all times during the Term, and will take such steps as are reasonably necessary to ensure that no person acts in a tenant directory for the Building which shall include only Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade of the Building manner inconsistent with such agreements, undertakings and then only in accordance with the applicable provisions of this Lease including signage and Alterations performed or installed by Sublessee. Sublessee shall maintain, replace and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination of the Base Term or any Extension Termcovenants.

Sublessee’s Covenants. Sublessee covenants with SUBLESSOR to hire said premises and agrees to pay the rent therefore as followsaforesaid, that it will commit no waste, nor suffer the same to be committed thereon, nor injure nor misuse the same; and also that it shall not make alterations therein, nor use the same for any purpose but that hereinbefore authorized. SUBLESSEE has inspected the Sublet Premises and except as otherwise expressly provided herein, accepts same in their present condition, without any warranties or representations (express or implied) being relied upon and is relying upon its own inspection. SUBLESSEE further covenants that this sublease shall not be assigned, encumbered or otherwise transferred, the Sublet Premises shall not be further sublet by SUBLESSEE, in whole or in part, and SUBLESSEE shall neither suffer nor permit any of the Sublet Premises to be used or occupied by others without the prior consent of Overlandlord in each instance. SUBLESSOR represents, warrants and certifies to SUBLESSEE that: (ai) Sublessee shall permit Sublessor to the best of its knowledge, as of the Commencement Date, all structural parts of the Premises including, without limitation, the exterior walls, plumbing, electrical and its agents other mechanical systems are in good, workable and prospective lenders to examine the Premisessanitary order, condition, and to show repair at the time of delivery of the Premises to prospective tenants commencing one year prior Subtenant. SUBLESSOR represents and warrants that it has disclosed to the expiration of the Base Term (Subtenant any conditions or any Extension Term, if applicable) of this Lease, at reasonable times during normal business hours. Notwithstanding the foregoing terms of this Section 20(a) or any other provision of this Lease to the contrary, (i) neither Sublessor, nor any of its mortgagees, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with at least 1 business day advance notice, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee shall have the right to have a representative accompany any such party during any such access to the Premises, and (iv) Sublessor shall ensure that any such party accessing the Premises shall conduct all of its activities on the Premises so as to minimize interference and disruption to Sublessee and Sublessee’s use and enjoyment of the Premises, and so as to protect Xxxxxxxxx’s confidential information. (b) Sublessee shall comply in all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements and, except to the extent the same are required to be obtained by Sublessor as part of Sublessor’s Work, obtain all required licenses and permits relating to Sublessee’s particular use of the Premises, and not applicable to the Building as a whole. (c) Sublessee shall not injure, overload, deface or otherwise harm the Building or Premises or commit any nuisance, or permit the emission of any objectionable odor or noise from the Premises restrictions within SUBLESSOR'S actual knowledge that would constitute a nuisance, or make any materially adversely affect Subtenant's use of the Premises or Common Facilities which will increase the cost of Sublessor’s insurance (unless Sublessee pays for any such increased cost), or store or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areasas contemplated by this Lease. (dii) Sublessee shall not suffer or permit strip or waste.that Major Lease is in full force and effect as of the date hereof; (eiii) Sublessee shall not use or permit the use of any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior of the Premises. (f) Sublessee shall not install any window air conditioning unit in or upon the Premises. (g) At the termination or earlier expiration of this Lease, Sublessee shall surrender all keys to the Premisesbest SUBLESSOR'S knowledge, remove all of its trade fixtures Major Landlord and personal property SUBLESSOR are not now in the Premises and all Sublessee’s exterior signs wherever located (unless not required to be removed pursuant to Article 9), remove default under any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Major Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand.; (hiv) Sublessee shall not place a load upon any floor as of the Premises date hereof, no notice has been received or Building exceeding given of a default under the floor load per square foot area which such floor was designated terms of the Major Lease; (v) the Major Lease has not been amended or modified except as expressly set forth in this Sublease; and (vii) SUBLESSOR shall continue during the term of the Major Lease and Sublease to carry as be liable and responsible for the due performance of all of the covenants, agreements, terms, provisions and conditions set forth in the Final Building Plans and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Sublessee at Sublessee’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee and Sublessee shall reimburse Sublessor for any liability, loss, injury, claim or suit resulting directly or indirectly from such moving within thirty (30) days of Xxxxxxxxx’s bill therefor. (i) Except for signs installed as part of Sublessor’s Work (if any), Sublessee shall not install any signs Major Lease on the exterior of the Building SUBLESSOR'S part to be performed including but not limited to its obligation to pay all charges or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from any other common area or public place must be submitted by Sublessee to Sublessor for prior written approval of the size, color, design, and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications), which approval shall not be unreasonably withheld, conditioned or delayed. All signage on the exterior of the Building shall be provided by Sublessee at Sublessee’s sole cost and expense and subject to approval by PDA and Sublessor agrees to use commercially reasonable efforts in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessor, at its sole cost and expense, shall provide a tenant directory for the Building sums which shall include only Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade of become due to Landlord pursuant to the Building and then only in accordance with the applicable provisions of this Lease including signage and Alterations performed or installed by Sublessee. Sublessee shall maintain, replace and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination of the Base Term or any Extension TermMajor Lease.

Sublessee’s Covenants. Sublessee covenants and agrees as followsduring the Term: a. to pay when due all Annual Rent, additional rent and other charges; b. to keep the Subleased Premises (aexclusive of the Systems and Tenant’s Dedicated Mechanical Systems) Sublessee shall permit in the same order, repair and condition as of the date Sublessor delivers the Subleased Premises to Sublessee, reasonable wear and its agents tear and prospective lenders to examine damage by fire or other casualty only excepted, including, without limitation, all glass and doors within the Subleased Premises, and replace all of the same with glass and material of the same quality as that injured or broken, and, at the expiration or termination of this Sublease, peaceably to show yield up the Subleased Premises and all alterations and additions thereto in the same order, repair and condition as of the date Sublessor delivered the Subleased Premises to prospective tenants commencing one year Sublessee, reasonable wear and tear and damage by fire or other casualty excepted, first removing all personal property, including telephone equipment, goods and effects of Sublessee, together with any furniture (including, but not limited to, modular furniture and bookshelves) or fixtures attached to the Subleased Premises by Sublessee, and Sublessee shall repair any damage caused by such removal. Landlord and/or Sublessor may require removal by the Sublessee of all or any portion of any alterations and additions made to the Subleased Premises, so long as Landlord or Sublessor, as applicable, advises Sublessee of such requirement, in writing, prior to the expiration installation of the Base Term alteration or addition by Sublessee. If Sublessee fails to inform Landlord and Sublessor, in writing, at least fifteen (15) days prior to the installation of the alteration or addition, thereby preventing Landlord and/or Sublessor from making a determination as to whether it will want such addition or alteration removed from the Subleased Premises prior to its installation, then Landlord and Sublessor shall advise Sublessee in writing of such determination within fifteen (15) days after Sublessee gives Landlord and Sublessor written notice requesting that Landlord and Sublessor make such determination. In the event of such removal, Sublessee shall repair any damage caused by such removal, and Sublessee shall leave the Subleased Premises broom clean and neat; c. to use and occupy the Subleased Premises only for the Permitted Uses; d. not to injure or deface the Subleased Premises or the Building; nor to permit in the Subleased Premises any flammable fluids or chemicals, or nuisance, or hazardous substances in amounts in violation of any law, or the emission from the Subleased Premises of any objectionable noise or odor, nor to use or devote the Subleased Premises or any Extension Termpart thereof for any purpose other than the Permitted Uses, if applicablenor any use thereof which is inconsistent with the standards of the Building, or which is contrary to law or ordinance or liable to invalidate or increase the premiums for any insurance on the Building or its contents (unless Sublessee agrees to pay for such increased costs) or liable to render necessary any alteration or addition to the Building; e. not to assign, mortgage, pledge or otherwise transfer this Sublease or to make any sublease, or to permit occupancy of the Subleased Premises or any part thereof by anyone other than Sublessee, without the prior written consent of Landlord and Sublessor not be unreasonably withheld, conditioned or delayed. In the event Sublessee sublets or assigns all or a portion of the Subleased Premises to any entity other than an Affiliate or Acquiring Company, Sublessor will be entitled to fifty percent (50%) of the resulting sublease or assignment profits, after deduction of all costs associated with such sublet or assignment, including, but not limited to, Sublessee improvements, brokerage fees, rental concessions, legal fees and architectural and engineering fees. A transfer by operation of law, whether by execution, insolvency or bankruptcy, merger or otherwise, shall be deemed to be an unauthorized transfer within the meaning of this Lease, at reasonable times during normal business hoursclause (e). Notwithstanding the foregoing terms of this Section 20(a) or any other provision of this Lease to the contraryforegoing, (i) neither Sublessor, nor any of its mortgagees, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with at least 1 business day advance notice, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee shall have the right to have assign or otherwise transfer this Sublease or to make any sublease of all or a representative accompany any such party during any such access portion of the Subleased Premises without obtaining the prior written consent of Sublessor (but still subject to the Premisesprior written consent of Landlord, if required) (i) to an entity owning a majority of Sublessee or to a majority owned subsidiary or to an entity which is majority owned by the same entity which owns a majority of Sublessee (an “Affiliate”), provided that (A) the transferee shall, subject to applicable law, regulation or prior binding agreement, prior to the effective date of the transfer, deliver to Sublessor instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Sublease to be performed by Sublessee, all in form reasonably acceptable to Sublessor, and (ivB) Sublessor at the time of such transfer there shall ensure that not be any such party accessing Events of Default hereunder beyond any applicable notice and cure period; or (ii) to the Premises shall conduct purchaser of at least 50% of its assets or stock, or to any entity into which the Sublessee may be merged or consolidated (along with all or substantially all of its activities assets) (the “Acquiring Company”), provided that (A) the net worth of the Acquiring Company upon the consummation of the transfer or merger shall not be less than the net worth of the Sublessee at the time immediately prior to such transfer or merger, (B) the Acquiring Company continues to operate the business conducted in the Subleased Premises consistent with the permitted use of the Subleased Premises, (C) the Acquiring Company shall assume in writing, in form reasonably acceptable to Sublessor, all of Sublessee’s obligations under this Sublease, (D) Sublessee shall provide to Sublessor such additional information regarding the Acquiring Company as Sublessor shall reasonably request, and (E) Sublessee shall pay Sublessor’s reasonable out-of-pocket expenses, incurred in connection therewith. Whether or not Sublessor consents, or is required to consent, to any assignment or other transfer of this Sublease or to any sublease of the Subleased Premises, Sublessee shall remain fully and primarily liable for the obligations of Sublessee hereunder, including, but not limited to, the obligation to pay Annual Rent and additional rent provided under this Sublease; f. Intentionally omitted; g. to maintain with responsible companies qualified to do business in Massachusetts, and in good standing, (i) commercial general liability insurance against claims for personal injury, death or property damage (on an occurrence basis) with respect to the business carried on by Sublessee in or from the Subleased Premises so as to minimize interference and disruption to Sublessee and Sublessee’s use and enjoyment occupancy of the Subleased Premises and other parts of the Building, with limits which shall be not less than $1,000,000 per occurrence and a $6,000,000 umbrella policy, (ii) “special form” property insurance in an amount to cover 100% of the replacement cost of Sublessee’s personal property and fixtures in the Subleased Premises, and so as (iii) workmen’s compensation insurance with statutory limits covering all of Sublessee’s employees working in the Subleased Premises. The issuing insurer with respect any such policies will endeavor to protect Xxxxxxxxx’s confidential information. (b) Sublessee shall comply in all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements and, except mail 30-days prior written notice to the extent the same Sublessor if such policies are required to be obtained by Sublessor as part of Sublessor’s Workcancelled, obtain all required licenses modified or not renewed and permits relating to Sublessee’s particular use commercial general liability policy shall include Sublessor and Landlord as additional insureds. Certificates evidencing all such policies, and any renewals thereof, shall be filed with Sublessor; h. that all of the Premisesfurnishings, fixtures, equipment, effects and not applicable to property of every kind, nature and description of Sublessee and all persons claiming by, through or under Sublessee which, during the Building as a whole. (c) continuance of this Sublease or any occupancy of the Subleased Premises by Sublessee shall not injureor anyone claiming under Sublessee, overload, deface or otherwise harm may be on the Building or Subleased Premises or commit any nuisance, or permit the emission of any objectionable odor or noise from the Premises that would constitute a nuisance, or make any use of the Premises or Common Facilities which will increase the cost of Sublessor’s insurance (unless Sublessee pays for any such increased cost), or store or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areas. (d) Sublessee shall not suffer or permit strip or waste. (e) Sublessee shall not use or permit the use of any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior of the Premises. (f) Sublessee shall not install any window air conditioning unit in or upon the Premises. (g) At the termination or earlier expiration of this Lease, Sublessee shall surrender all keys to the Premises, remove all of its trade fixtures and personal property elsewhere in the Premises and all Sublessee’s exterior signs wherever located (unless not required to be removed pursuant to Article 9)Building, remove any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand. (h) Sublessee shall not place a load upon any floor of the Premises or Building exceeding the floor load per square foot area which such floor was designated to carry as set forth in the Final Building Plans and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Sublessee at Sublessee’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee Sublessee; and Sublessee if the whole or any part thereof shall reimburse Sublessor for any liabilitybe destroyed or damaged by fire, losswater, injuryrain, claim snow or suit resulting directly otherwise, or indirectly from such moving within thirty (30) days by the leakage or bursting of Xxxxxxxxx’s bill therefor. (i) Except for signs installed as part of Sublessor’s Work (if any)water pipes, Sublessee shall not install any signs on the exterior of the Building steam pipes, or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted other pipes, by this paragraph. All signs or lettering, if any, visible from the exterior of the Building theft or from any other common area cause, no part of said loss or public damage is to be charged to or to be borne by Sublessor or Landlord; i. to permit Sublessor, and Landlord (pursuant to Section 6.5 of the Prime Lease), and their agents to inspect the Subleased Premises at reasonable times upon at least twenty-four (24) hours prior notice and at anytime in the event of an emergency, and, if Sublessor shall so elect, to make any repairs or replacements Sublessor or Landlord may deem necessary, and in so doing Sublessor shall use reasonable efforts to avoid unnecessary inconvenience and to minimize interference to Sublessee by reason thereof (including, without limitation, accessing the Subleased Premises outside of normal business hours); to remove, at Sublessee’s expense, any alterations, additions, signs, curtains, blinds, shades, awnings, aerials, flagpoles or the like not consented to in writing or permitted by or pursuant to this Sublease or otherwise; and to show the Subleased Premises to prospective tenants during the six (6) month period preceding expiration of the Term, and to prospective purchasers and mortgagees at any time upon at least twenty-four (24) hours prior notice during the Term, provided that in connection with any such foregoing entry by Sublessor, Sublessee may provide procedures reasonably designed so as not to jeopardize Sublessee’s trade secrets, proprietary technology or critical business operations, including accompaniment of all such persons by an employee of Sublessee; j. not to place must be submitted upon the floors of the Subleased Premises any load which exceeds the safe carrying capacity of the structure as determined by Sublessee to Landlord or Sublessor for in their sole discretion; and not without Landlord’s and Sublessor’s prior written approval of the sizeconsent, color, design, and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications), which approval shall not to be unreasonably withheld, conditioned or delayed. All signage on the exterior , to install or locate or thereafter move or relocate any safe, vault or other heavy equipment in, about or out of the Building shall be provided by Sublessee Subleased Premises except in such manner and at Sublessee’s sole cost and expense and subject to approval by PDA such time as Landlord and Sublessor agrees shall in each instance authorize. Sublessee shall not install any mechanical equipment which causes vibration or noise that may be transmitted to use commercially reasonable efforts the Building structure or to any other space in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessorthe Building; k. to perform routine cleaning of the Subleased Premises, at its sole cost expense; l. to not install utility electric lines of any sort without the prior written consent of Landlord and expenseSublessor; m. to ensure that any alterations or improvements to the Subleased Premises constructed by Sublessee shall be ADA compliant; n. to comply with all of the terms and conditions of the Prime Lease (to the extent incorporated herein pursuant to Section 14 below) with respect to the Subleased Premises and all common areas as though Sublessee were the Lessee under the Prime Lease, shall provide a tenant directory for the Building which shall include only and o. to comply with all laws, ordinances, rules or regulations applicable to Sublessee or Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade use of the Building and then only Subleased Premises now or hereafter in accordance with effect of all governmental authorities having jurisdiction over the applicable provisions of this Lease including signage and Alterations performed or installed by Sublessee. Sublessee shall maintain, replace and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination of the Base Term or any Extension TermSubleased Premises.

Sublessee’s Covenants. Sublessee covenants and agrees as followsduring the Sublease Term: a. to pay when due all rent due hereunder; b. to keep the Subleased Premises in good order, repair, and condition, reasonable wear and tear and damage by fire or other casualty, condemnation, and obligations of Landlord and Sublessor excepted, including, without limitation, all glass (aother than the exterior building wall window glass when damage to the same does not arise from the fault or negligence of Sublessee) Sublessee shall permit Sublessor and its agents and prospective lenders to examine doors within the Subleased Premises, and to show replace all of the Premises to prospective tenants commencing one year prior to same with glass and material of the same quality as that injured or broken, and, at the expiration of the Base Term (or any Extension Term, if applicable) termination of this LeaseSublease, at peaceably to yield up the Subleased Premises in good order, repair, and condition, reasonable times during normal business hourswear and tear and damage by fire or other casualty, condemnation, and obligations of Landlord and Sublessor excepted, first removing all unattached personal property, including telephone equipment, goods, and effects of Sublessee. Notwithstanding To the foregoing terms of this Section 20(a) or any other provision of this Lease extent specified by Landlord in notice to the contrary, (i) neither Sublessor, nor any of its mortgagees, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with given at least 1 business day advance noticeten (10) days before such expiration or termination, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee shall have the right to have a representative accompany any such party during any such access to the Premisesremove all Alterations made by Sublessee, and (iv) Sublessor shall ensure that any such party accessing the Premises shall conduct all of its activities on the Premises so which Landlord identified in writing as to minimize interference and disruption to Sublessee and Sublessee’s use and enjoyment of the Premises, and so as to protect Xxxxxxxxx’s confidential information. (b) Sublessee shall comply in all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements and, except to the extent the same are being required to be obtained removed as a condition of its approval for Sublessee to perform such Alteration, and, in the event of such removal, shall repair any damage caused by Sublessor such removal. Sublessee shall leave the Subleased Premises broom clean and neat, subject to reasonable wear and tear and damage by fire or other casualty, condemnation, and obligations of Landlord and Sublessor, which shall be excepted; c. to use and occupy the Subleased Premises only for the Permitted Uses; not to injure or deface the Subleased Premises or Building; not to permit Hazardous Substances (as part of Sublessor’s Work, obtain all required licenses and permits relating to Sublessee’s particular use defined in Section 9(a) of the Prime Lease) in the Subleased Premises, and ; not applicable to the Building as a whole. (c) Sublessee shall not injure, overload, deface or otherwise harm the Building or Premises or commit any nuisance, or permit the emission of any objectionable noise or odor or noise from the Subleased Premises; and not to use the Subleased Premises that would constitute a nuisancefor any use which is contrary to law or ordinance or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building; d. not to assign, mortgage, pledge or otherwise transfer this Sublease or to make any sublease, or make to permit occupancy of the Subleased Premises or any part thereof by anyone other than Sublessee, without the prior written consent of Landlord. A Permitted Transfer, as is defined in Section 10(b)(i) of the Prime Lease, shall be permitted without the prior written consent of Landlord or Sublessor; e. to defend, hold harmless, and indemnify Sublessor and Landlord, and any mortgagee and any lessor under any ground or underlying lease, and their respective officers, directors, contractors, agents, and employees, successors and assigns from and against any and all liability (statutory and otherwise), claims, suits, demands, damage, judgments, costs, interest, and expenses (including, but not limited to, reasonable attorneys’ fees and all disbursements incurred in the defense of any action or proceeding), to which they or any of them may be subject or which they may suffer by reason of any claim for, any injury to, or death of, any person or persons or damage to property (including any loss of use thereof) or otherwise arising from or in connection with the use of the Premises or Common Facilities which will increase the cost of Sublessor’s insurance (unless Sublessee pays for Subleased Premises, and from any such increased cost)work, installation, or store thing whatsoever done in the Subleased Premises, during the Sublease Term, as it may be extended, or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areas. (d) Sublessee shall not suffer or permit strip or waste. (e) Sublessee shall not use or permit the use of arising from any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior condition of the Premises. (f) Subleased Premises due to or resulting from any default by Sublessee shall not install any window air conditioning unit in the performance of Sublessee’s obligations under this Sublease or upon the Premises. (g) At the termination or earlier expiration of this Prime Lease, or from any act or omission of Sublessee shall surrender all keys to the Premises, remove all or any of its trade fixtures and personal property in the Premises and all Sublessee’s exterior signs wherever located agents, contractors, servants, employees, licensees, or invitees (unless not required other than by Landlord or Sublessor, their agents, contractors, servants, employees, licensees, or invitees); f. to be removed pursuant to Article 9), remove any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand. (h) Sublessee shall not place a load upon any floor of the Premises or Building exceeding the floor load per square foot area which such floor was designated to carry insurance as set forth in Section 13 of the Final Building Plans Prime Lease, naming as additional insureds: Landlord; the Association, BioMed Realty, L.P. and which is allowed by law. Business machines BioMed Realty Trust, Inc.; Sublessor; 3737 Fee Owner, LLC, University City Science Center, Wexford-UCSC 3737 Joint Venture, LLC, Wexford-UCSC 3737 Member, LLC, Wexford Science & Technology, LLC, Xxxxxxx Xxxxxxx Xxxxxx 0, XXX, Xxxxxxx Development, LLC and mechanical equipment shall be placed Research Park, Inc. and, upon Landlord’s written request and maintained designation, Landlord’s mortgagee; g. that all of the furnishings, fixtures, equipment, effects and property of every kind, nature, and description of Sublessee and all persons claiming by, through or under Sublessee that during the continuance of this Sublease or any occupancy of the Subleased Premises by Sublessee at or anyone claiming under Sublessee’s expense , may be on the Subleased Premises or elsewhere in settings sufficient to absorb and prevent vibrationthe Building, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee, and if the whole or any part thereof shall be destroyed or damaged by fire, water, rain, snow, or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Sublessor or Landlord, except that Sublessor or Landlord shall in no event be indemnified or held harmless or exonerated from any liability to Sublessee and Sublessee shall reimburse Sublessor or to any other person, for any liabilityinjury, loss, injurydamage or liability arising from the gross negligence or willful misconduct of Landlord or Sublessor, claim their agents, contractors, servants, employees, licensees, or suit resulting directly or indirectly from such moving within thirty (30) days of Xxxxxxxxx’s bill therefor.invitees; h. to permit Sublessor and its agents: (i) Except for signs installed to inspect the Subleased Premises at reasonable times, upon reasonable advance notice, accompanied by a representative of Sublessee; (ii) to enter at any time in the event of an emergency, so long as part notice is provided as soon as reasonably practicable; (iii) to make any repairs or replacements required of Landlord or Sublessor under the Prime Lease or this Sublease, if Sublessor shall so elect, using reasonable efforts to avoid unnecessary inconvenience to Sublessee by reason thereof, such repairs, to the extent necessitated by the fault or negligence of Sublessee, its agents or employees, to be at Sublessee’s expense; and (iv) to remove, at Sublessee’s expense, any alterations, additions, signs, curtains, blinds, shades, awnings, aerials, flagpoles, or the like that are not permitted under this Sublease or with respect to which Landlord did not provide prior written approval; i. not to place upon the floors of the Subleased Premises any load which exceeds the safe carrying capacity of the structure as determined by Landlord or Sublessor in their sole discretion, and not without Landlord’s and Sublessor’s Work (if any)prior written consent, to install or locate or thereafter move or relocate any safe, vault, or other heavy equipment in, about, or out of the Subleased Premises except in such manner and at such time as Landlord and Sublessor shall in each instance authorize, such authorization not to be unreasonably withheld, conditioned, or delayed; j. to provide for itself such other services or supplies as it may require and which Sublessor or Landlord have not expressly agreed to furnish. Sublessee shall not install electric lines of any signs on sort without the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from any other common area or public place must be submitted by Sublessee to Sublessor for prior written approval consent of the size, color, design, Landlord and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications)Sublessor, which approval shall consent not to be unreasonably withheld, conditioned conditioned, or delayed. All signage on the exterior ; and k. to comply with all of the Building shall be provided by Sublessee at Sublessee’s sole cost terms and expense and subject to approval by PDA and Sublessor agrees to use commercially reasonable efforts in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessor, at its sole cost and expense, shall provide a tenant directory for the Building which shall include only Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade conditions of the Building and then only in accordance with Prime Lease applicable to the applicable provisions of Subleased Premises, as though Sublessee were the Lessee under the Prime Lease, except as specifically excluded under this Lease including signage and Alterations performed or installed by Sublessee. Sublessee shall maintain, replace and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination of the Base Term or any Extension TermSublease.

Sublessee’s Covenants. In consideration of the sublease of the Subject Lot to the Sublessee hereunder, the Sublessee hereby covenants to KMIC that it fully understands and agrees to the following conditions for the sublease of the Subject Lot during the Sublease Period and fully waives its rights to claim any claims, damages arising out of or resulting from or in connection with the following: General Covenants To observe and perform the terms and conditions of this Agreement, including all the Schedules and any Applicable Laws and Approvals, and forthwith notify to KMIC of any breach by the Sublessee of any such terms and conditions or any Applicable Laws and Approvals, a failure of giving such notice, the passing of time, or both would be a breach of the terms and conditions of this Agreement; To give notice in writing immediately to KMIC of the occurrence of any damage to or within the Subject Lot and of any accident or damage caused to the pipes, electrical wiring, fittings, or other facilities within the Subject Lot provided by KMIC; To comply with and observe, at the Sublessee's own expense, all notices received from KMIC or any Governmental Authority with respect to the Subject Lot; To forthwith give notice in writing to KMIC of any notice from any Governmental Authority with respect to the Subject Lot; To not to obstruct or permit the obstruction of the public access roads or other common areas of the Project Area; To permit security guards employed by KMIC to search all incoming and outgoing goods and property whenever they deem it reasonably necessary; To ensure that the Sublessee, its employees, servants, visitors or agents who desire access to the Subject Lot identify themselves to the security guards as follows: stipulated by KMIC from time to time as access to the Subject Lot will otherwise be refused reasonably; To strictly observe such other rules and regulations, including the Internal Regulations, as KMIC may at its discretion make from time to time for the safety, security and cleanliness of the Subject Lot and for the preservation of good order therein upon notice thereof being given to the Sublessee; To make good from time to time any breakage defect or damage to the Project Area or any part thereof caused by the Sublessee or the Sublessee's employees, servants, agents, contractors or sub-contractors or other persons claiming through or under the Sublessee or otherwise occasioned by any breach or default of the Sublessee hereunder or under any laws, rules and regulations; Not to disparage the goods or services of other lessees or sublessees in the Project Area; and Not to cause any change in the wiring, ducting or the pipe arrangements of the electricity, water, plumbing and sewerage installations, telecommunication connection without the prior written consent of KMIC. Infrastructure The Sublessee acknowledges and agrees that KMIC shall not guarantee and disclaims that the infrastructure required or necessary for the Sublessee to carry out its Business in the Subject Lot, such as electricity, water, power generator, and waste water treatment systems (acollectively, the “Infrastructure”) within or around the Project Area will be completed on or prior to December 31, 2023. The Sublessee expressly acknowledges and agrees that the construction of the Infrastructure may not be completed on or prior to December 31, 2023. The Sublessee shall permit Sublessor be solely responsible in procuring the Infrastructure at its own costs and expenses and shall not execute this Agreement in reliance that the Infrastructure within or around the Project Area will be completed on or prior to December 31, 2023. The Sublessee shall not request refund of any payment made by the Sublessee to KMIC under the Reservation Agreement or under this Agreement due to the non-completion of the construction of the Infrastructure within or around the Project Area on or prior to December 31, 2023. Non-assignment The rights and obligations of the Sublessee under this Agreement shall not be assigned, transferred, delegated or otherwise disposed of to a third party (the “Assignee”) without the prior written consent of KMIC and Approvals of the Governmental Authority. The Sublessee shall (i) (and shall cause the Assignee) execute any and all documents necessary for the assignment of the rights and obligations of the Sublessee to the Assignee (the “Assignment”) and (ii) be fully responsible for any and all costs and expenses to be incurred in connection with the Assignment and obtaining Approvals of the Governmental Authority with respect to the Assignment. Notwithstanding anything to the contrary stated herein, the Assignment shall not be assigned to a third party within three (3) years from the commencement of the commercial operation of the Sublessee within the Subject Lot. Commencement of Construction The following shall be applicable in case that the Permitted Use is industrial purpose. The Sublessee shall commence the construction works of the factory within the Subject Lot, no later than twelve (12) months from (i) the date on which the Last Installment is paid in full, or (ii) the commencement date of construction of the factory as set forth in the investment proposal or endorsement application or any other business plan approved by the Governmental Authority, whichever is later. The Sublessee shall complete the first stage of the factory construction within the Subject Lot, as set out in the Approvals on the factory construction to be obtained by the Sublessee, within three (3) years from the Last Installment Due Date. The Sublessee shall commence the operation of the factory within the Subject Lot no later than six (6) months after completion of the first stage of the factory construction within the Subject Lot, as set out in the Approvals on the factory constructions to be obtained by the Sublessee. In the event that the Sublessee fails to meet the timeline specified in Clause (d)(i), Clause (d)(ii), or Clause (d)(iii) of this Schedule 5, the Sublessee shall pay to KMIC a delay penalty in the amount of USD 1,000 per calendar day (the “Delay Penalty”), which shall accrue from the date on which respective timeline set forth in Clause (d)(i), Clause (d)(ii), or Clause (d)(iii) of this Schedule 5 until such time that the Sublessee completes its agents respective performance obligations. Failure by the Sublessee to pay Delay Penalty due and prospective lenders payable under this Agreement shall constitute a material breach of this Agreement. Suspension or Closing of the Sublessee’s Business In the event that the Sublessee desires to examine suspend or close its Business operations in the PremisesSubject Lot due to the reason not attributable to KMIC, the Sublessee shall, at its sole costs and expenses, find a qualified Assignee, who shall in its own responsibility have legal and business qualifications for the Assignment and to obtain the necessary Approvals from the Governmental Authority with respect to the Assignment. The Sublessee shall perform and continue to perform its obligations under this Agreement, including but not limited to, the payment obligations of the Sublease Fee, the Fees and Charges, and such other amounts due and payable by the Sublessee to show KMIC under this Agreement unless and until the Premises completion of the Assignment in accordance with Clauses (c)(i) and (c)(ii) of this Schedule 5. For avoidance of any doubt, KMIC shall not be required to prospective tenants commencing one year return to the Sublessee any Sublease Fee paid by the Sublessee to KMIC hereunder prior to the expiration completion of the Base Term (or Assignment. Titles to Mineral Resources and Treasure In the event that the Sublessee discovers any Extension Termmineral resources, if applicable) of this Leasefossils, at reasonable times during normal business hours. Notwithstanding the foregoing terms of this Section 20(a) treasures, gems, other natural resources, or any other provision articles of this Lease value or interest (the “Treasure”) on, in or under the Subject Lot, the Sublessee shall provide a written notice to KMIC as to the contrarytime, place, and the description of such Treasure, immediately but no later than [five (i) neither Sublessor5)] Business Days from the date on which the Sublessee discovers such Treasure on, nor any in or under the Subject Lot. The Sublessee hereby acknowledges and agrees that the titles to the Treasure are owned by the Governmental Authority of its mortgageesMyanmar, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with at least 1 business day advance notice, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee which shall have the right to have a representative accompany excavate the Treasure at any such party during any such access to the Premisestime. Compliance with Applicable Laws The Sublessee shall, and (iv) Sublessor shall ensure that any such party accessing the Premises shall conduct all of its activities on the Premises so as to minimize interference and disruption to Sublessee and Sublessee’s use and enjoyment of the Premises, and so as to protect Xxxxxxxxx’s confidential information. (b) Sublessee shall cause its directors, officers, employees, representatives or advisors to, comply in all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements and, except to the extent the same are required to be obtained by Sublessor as part of Sublessor’s Work, obtain all required licenses and permits relating to Sublessee’s particular use of the Premises, and not applicable to the Building as a whole. (c) Sublessee shall not injure, overload, deface or otherwise harm the Building or Premises or commit any nuisance, or permit the emission of any objectionable odor or noise from the Premises that would constitute a nuisance, or make any use of the Premises or Common Facilities which will increase the cost of Sublessor’s insurance (unless Sublessee pays for any such increased cost), or store or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areas. (d) Sublessee shall not suffer or permit strip or waste. (e) Sublessee shall not use or permit the use of any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior of the Premises. (f) Sublessee shall not install any window air conditioning unit in or upon the Premises. (g) At the termination or earlier expiration of this Lease, Sublessee shall surrender all keys to the Premises, remove all of its trade fixtures and personal property in the Premises and all Sublessee’s exterior signs wherever located (unless not required to be removed pursuant to Article 9), remove any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand. (h) Sublessee shall not place a load upon any floor of the Premises or Building exceeding the floor load per square foot area which such floor was designated to carry as set forth in the Final Building Plans and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Sublessee at Sublessee’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee and Sublessee shall reimburse Sublessor for any liability, loss, injury, claim or suit resulting directly or indirectly from such moving within thirty (30) days of Xxxxxxxxx’s bill therefor. (i) Except for signs installed as part of Sublessor’s Work (if any), Sublessee shall not install any signs on the exterior of the Building or Premises or in the interior of the Premises if visible from the exterior of the Premises except as permitted by this paragraph. All signs or lettering, if any, visible from the exterior of the Building or from any other common area or public place must be submitted by Sublessee to Sublessor for prior written approval of the size, color, design, and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications), which approval shall not be unreasonably withheld, conditioned or delayed. All signage on the exterior of the Building shall be provided by Sublessee at Sublessee’s sole cost and expense and subject to approval by PDA and Sublessor agrees to use commercially reasonable efforts in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessor, at Applicable Laws arising out of its sole cost and expense, shall provide a tenant directory for the Building which shall include only Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade sublease of the Building Subject Lot and then only the engagement in accordance with its Business in the applicable provisions of this Lease including signage Subject Lot, which include, but not limited to, labor laws and Alterations performed or installed by Sublesseeenvironmental laws. The Sublessee shall maintain, replace and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination be solely responsible for non-compliance of the Base Term or any Extension TermApplicable Laws.

Sublessee’s Covenants. Sublessee covenants and agrees as followsduring the Term: (a) Sublessee shall permit to pay when due all Annual Rent, additional rent and other charges; (b) to keep the Subleased Premises in the same order, repair and condition as of the date Sublessor delivers the Subleased Premises to Sublessee, reasonable wear and its agents tear and prospective lenders to examine damage by fire or other casualty only excepted, including, without limitation, all glass and doors within the Subleased Premises, and replace all of the same with glass and material of the same quality as that injured or broken, and, at the expiration or termination of this Sublease, peaceably to show yield up the Subleased Premises and all alterations and additions thereto in the same order, repair and condition as of the date Sublessor delivered the Subleased Premises to prospective tenants commencing one year Sublessee, reasonable wear and tear and damage by fire or other casualty excepted, first removing all personal property, including telephone equipment, goods and effects of Sublessee, together with any furniture (including, but not limited to, modular furniture and bookshelves) or fixtures attached to the Subleased Premises by Sublessee, and Sublessee shall repair any damage caused by such removal. Landlord and/or Sublessor may require removal by the Sublessee of all or any portion of any alterations and additions made to the Subleased Premises, so long as Landlord or Sublessor, as applicable, advises Sublessee of such requirement, in writing, prior to the expiration installation of the Base Term alteration or addition by Sublessee. If Sublessee fails to inform Landlord and Sublessor, in writing, at least fifteen (15) days prior to the installation of the alteration or addition, thereby preventing Landlord and/or Sublessor from making a determination as to whether it will want such addition or alteration removed from the Subleased Premises prior to its installation, then Landlord and Sublessor shall advise Sublessee in writing of such determination within fifteen (15) days after Sublessee gives Landlord and Sublessor written notice requesting that Landlord and Sublessor make such determination. In the event of such removal, Sublessee shall repair any damage caused by such removal, and Sublessee shall leave the Subleased Premises broom clean and neat; (c) to use and occupy the Subleased Premises only for the Permitted Uses; and agrees not to injure or deface the Subleased Premises or the Building; nor to permit in the Subleased Premises any flammable fluids or chemicals, or nuisance, or hazardous substances in amounts in violation of any law, or the emission from the Subleased Premises of any objectionable noise or odor, nor to use or devote the Subleased Premises or any Extension Termpart thereof for any purpose other than the Permitted Uses, if applicablenor any use thereof which is inconsistent with the standards of the Building, or which is contrary to law or ordinance or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building; (d) not to assign, mortgage, pledge or otherwise transfer this Sublease or to make any sublease, or to permit occupancy of the Subleased Premises or any part thereof by anyone other than Sublessee, without the prior written consent of Landlord and Sublessor. A transfer by operation of law, whether by execution, insolvency or bankruptcy, merger or otherwise, shall be deemed to be an unauthorized transfer within the meaning of this Lease, at reasonable times during normal business hoursclause (d). Notwithstanding the foregoing terms of this Section 20(a) or any other provision of this Lease to the contraryforegoing, (i) neither Sublessor, nor any of its mortgagees, representatives, contractors or employees shall exercise any right to enter the Premises without providing Sublessee with at least 1 business day advance notice, (ii) all such access shall be subject to Sublessee’s reasonable security, safety and sanitary precautions and restrictions, (iii) Sublessee shall have the right to have a representative accompany assign or otherwise transfer this Sublease or to make any such party during any such access sublease of the Subleased Premises without obtaining the prior written consent of Sublessor (but still subject to the Premisesprior written consent of Landlord which is required in all cases) (i) to an entity owning a majority of Sublessee or to a majority owned subsidiary or to an entity which is majority owned by the same entity which owns a majority of Sublessee, provided that (A) the transferee shall, subject to applicable law, regulation or prior binding agreement, prior to the effective date of the transfer, deliver to Sublessor instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Sublease to be performed by Sublessee, all in form reasonably acceptable to Sublessor, and (ivB) Sublessor at the time of such transfer there shall ensure that not be any such party accessing Events of Default hereunder; or (ii) to the Premises shall conduct purchaser of at least 50% of its assets or stock, or to any entity into which the Sublessee may be merged or consolidated (along with all or substantially all of its activities assets) (the “Acquiring Company”), provided that (A) the net worth of the Acquiring Company upon the consummation of the transfer or merger shall not be less than the net worth of the Sublessee at the time immediately prior to such transfer or merger, (B) the Acquiring Company continues to operate the business conducted in the Subleased Premises consistent with the permitted use of the Subleased Premises, (C) the Acquiring Company shall assume in writing, in form reasonably acceptable to Sublessor, all of Sublessee’s obligations under this Sublease, (D) Sublessee shall provide to Sublessor such additional information regarding the Acquiring Company as Sublessor shall reasonably request, and (E) Sublessee shall pay Sublessor’s reasonable out-of-pocket expenses incurred in connection therewith. Whether or not Sublessor consents, or is required to consent, to any assignment or other transfer of this Sublease or to any sublease of the Subleased Premises, Sublessee shall remain fully and primarily liable for the obligations of Sublessee hereunder, including, but not limited to, the obligation to pay Annual Rent and additional rent provided under this Sublease; (e) to defend, hold harmless and indemnify Sublessor and Landlord, and any mortgagee and any lessor under any ground or underlying lease, and their respective officers, directors, contractors, agents and employees, successors and assigns from and against any and all liability (statutory and otherwise), claims, suits, demands, damage, judgments, costs, interest and expenses (including, but not limited to, counsel fees and all disbursements incurred in the defense of any action or proceeding), to which they or any of them may be subject or which they may suffer by reason of any claim for, any injury to, or death of, any person or persons or damage to property (including any loss of use thereof) or otherwise arising from or in connection with Sublessee’s use of or from any work, installation or thing whatsoever done by Sublessee, its agents, employees, contractors, servants, licensees, invitees or anyone else acting on behalf of Sublessee in the Subleased Premises so as prior to, during, or subsequent to, the term of this Sublease or arising from any condition of the Subleased Premises due to minimize interference or resulting from any default by Sublessee in the performance of Sublessee’s obligations under this Sublease, or from any act or omission of Sublessee or any of Sublessee’s agents, contractors, servants, employees, licensees or invitees (other than by Landlord or Sublessor, their agents or employees); (f) to maintain with responsible companies qualified to do business in Massachusetts, and disruption in good standing, (i) commercial general liability insurance against claims for personal injury, death or property damage (on an occurrence basis) with respect to the business carried on by Sublessee in or from the Subleased Premises and Sublessee’s use and enjoyment occupancy of the Subleased Premises and other parts of the Building, with limits which shall be not less than $1,000,000 per occurrence and a $6,000,000 umbrella policy, (ii) “special form” property insurance in an amount to cover 100% of the replacement cost of Sublessee’s personal property and fixtures in the Subleased Premises, and so as to protect Xxxxxxxxx(iii) workmen’s confidential information. (b) Sublessee shall comply in compensation insurance with statutory limits covering all material respects with all federal, state and municipal laws, codes, orders, regulations and governmental health, safety and police requirements and, except to the extent the same are required to be obtained by Sublessor as part of Sublessor’s Work, obtain all required licenses and permits relating to Sublessee’s particular use of employees working in the Subleased Premises. All such policies shall bear the endorsement that the policies will not be cancelled, modified or not renewed until after thirty (30) days written notice to Sublessor and shall include Sublessor and Landlord as additional insureds. Certificates evidencing all such policies, and not applicable to the Building as a whole. (c) Sublessee any renewals thereof, shall not injure, overload, deface or otherwise harm the Building or Premises or commit any nuisance, or permit the emission of any objectionable odor or noise from the Premises that would constitute a nuisance, or make any use of the Premises or Common Facilities which will increase the cost of be filed with Sublessor’s insurance (unless Sublessee pays for any such increased cost), or store or dispose of trash or refuse on or otherwise unreasonably obstruct the driveways, walks, halls, parking areas. (d) Sublessee shall not suffer or permit strip or waste. (e) Sublessee shall not use or permit the use of any sound apparatus for reproduction or transmission of music or sound that is audible beyond the physical interior of the Premises. (f) Sublessee shall not install any window air conditioning unit in or upon the Premises.; (g) At that all of the termination furnishings, fixtures, equipment, effects and property of every kind, nature and description of Sublessee and all persons claiming by, through or earlier expiration under Sublessee which, during the continuance of this LeaseSublease or any occupancy of the Subleased Premises by Sublessee or anyone claiming under Sublessee, Sublessee shall surrender all keys to may be on the Premises, remove all of its trade fixtures and personal property Subleased Premises or elsewhere in the Premises and all Sublessee’s exterior signs wherever located (unless not required to be removed pursuant to Article 9)Building, remove any Alterations that were required to be removed at the expiration or termination of the Lease pursuant to Article 9, repair all damage caused by such removal and yield up the Premises, subject to Article 9 of this Lease, broom-clean and in the same good order and repair in which Sublessee is obliged to keep and maintain the Premises by the provisions of the Lease, reasonable wear and tear, damage resulting from Sublessor’s breach of its repair and maintenance obligations, and damage caused by casualty and governmental taking excepted. Any property not so removed shall be deemed abandoned and may be removed and disposed of by Sublessor in such manner as Sublessor shall determine and Sublessee shall pay Sublessor the entire out-of-pocket cost and expense incurred by it for such removal and disposition and in making any incidental repairs and replacements to the Premises upon demand. (h) Sublessee shall not place a load upon any floor of the Premises or Building exceeding the floor load per square foot area which such floor was designated to carry as set forth in the Final Building Plans and which is allowed by law. Business machines and mechanical equipment shall be placed and maintained by Sublessee at Sublessee’s expense in settings sufficient to absorb and prevent vibration, noise and annoyance. Any moving of such equipment shall be at the sole risk and hazard of Sublessee; and if the whole or any part thereof shall be destroyed or damaged by fire, water, rain, snow or otherwise, or by the leakage or bursting of water pipes, steam pipes, or other pipes, by theft or from any other cause, no part of said loss or damage is to be charged to or to be borne by Sublessor or Landlord; (h) to permit Sublessor and Landlord and their agents: to inspect the Subleased Premises at reasonable times upon at least twenty-four (24) hours prior notice and at anytime in the event of an emergency; and, if Sublessor shall so elect, to make any repairs or replacements Sublessor or Landlord may deem necessary, using reasonable efforts to avoid unnecessary inconvenience to Sublessee by reason thereof, such repairs, to the extent necessitated by the fault or negligence of Sublessee, its agents or employees, to be at Sublessee’s expense; to remove, at Sublessee’s expense, any alterations, additions, signs, curtains, blinds, shades, awnings, aerials, flagpoles or the like not consented to in writing or permitted by or pursuant to this Sublease or otherwise; and Sublessee shall reimburse Sublessor for (x) to show the Subleased Premises to prospective tenants during the six (6) month period preceding expiration of the Term, and (y) to prospective purchasers and mortgagees at any liability, loss, injury, claim or suit resulting directly or indirectly from such moving within thirty time upon at least twenty-four (3024) days of Xxxxxxxxx’s bill therefor.hours prior notice during the Term; (i) Except for signs installed not to place upon the floors of the Subleased Premises any load which exceeds the safe carrying capacity of the structure as part of determined by Landlord or Sublessor in their sole discretion; and not without Landlord’s and Sublessor’s Work (if any)prior written consent, to install or locate or thereafter move or relocate any safe, vault or other heavy equipment in, about or out of the Subleased Premises except in such manner and at such time as Landlord and Sublessor shall in each instance authorize. Sublessee shall not install any signs on the exterior of mechanical equipment which causes vibration or noise that may be transmitted to the Building structure or Premises or to any other space in the interior of the Premises if visible from the exterior of the Premises except Building; (j) to provide for itself such telephone service and other services or supplies as permitted by this paragraph. All signs it may require and which Sublessor or lettering, if any, visible from the exterior of the Building or from any other common area or public place must be submitted by Sublessee Landlord have not expressly agreed to Sublessor for prior written approval of the size, color, design, and location of such signs or lettering before installation (including whether such signage meets the Building standard specifications), which approval shall not be unreasonably withheld, conditioned or delayed. All signage on the exterior of the Building shall be provided by Sublessee at Sublessee’s sole cost and expense and subject to approval by PDA and Sublessor agrees to use commercially reasonable efforts in assisting Sublessee in securing any and all governmental permits and approvals necessary for such signage, including without limitation, municipal and PDA approval. Sublessor, at its sole cost and expense, shall provide a tenant directory for the Building which shall include only Sublessee’s name. In no event shall Sublessee install any signage on more than one exterior façade of the Building and then only in accordance with the applicable provisions of this Lease including signage and Alterations performed or installed by Sublesseefurnish. Sublessee shall maintain, replace not install utility electric lines of any sort without the prior written consent of Landlord and repair any signage installed in or upon the Building by Sublessee and shall remove same at its sole cost and expense upon expiration or earlier termination Sublessor; (k) to comply with all of the Base Term terms and conditions of the Prime Lease with respect to the Subleased Premises, parking areas and all common areas as though Sublessee were the Lessee under the Prime Lease; and (l) to comply with all laws, ordinances, rules or any Extension Termregulations applicable to Sublessee or Sublessee’s use of the Subleased Premises now or hereafter in effect of all governmental authorities having jurisdiction over the Subleased Premises.